1. The option granted at the exercise price of $8.12, representing a right to purchase 24,000 shares, became exercisable in 12 equal consecutive quarterly installments on the last day of each quarter, beginning on March 31, 2004.

2. The option granted at the exercise price of $13.51, representing a right to purchase 3,000 shares, was fully vested on the date of grant.

3. The option granted at the exercise price of $10.42, representing a right to purchase 3,000 shares, was fully vested on the date of grant.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.38 to $26.74, inclusive. The reporting person undertakes to provide to Aspen Technology, Inc., any security holder of Aspen Technology, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $26.37 to $26.74, inclusive. The reporting person undertakes to provide to Aspen Technology, Inc., any security holder of Aspen Technology, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

/s/ F.G. Hammond, Attorney-In-Fact

11/07/2012

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person,
see
Instruction
4
(b)(v).